2003 Audit Charter: MWD

Audit Committee Charter

Purpose

The Committee is appointed by the Board of Directors to assist the Board in monitoring the integrity of the Company's consolidated financial statements, the Company's compliance with legal and regulatory requirements, the Company's system of internal controls and the qualifications, independence and performance of the Company's internal and independent auditor.

It is the responsibility of the Company's management to prepare consolidated financial statements that are complete and accurate and in accordance with generally accepted accounting principles, and it is the responsibility of the Company's independent auditor to audit those financial statements. The Committee's responsibility in this regard is one of oversight and review. The Committee does not provide any expert or other special assurance as to such financial statements concerning compliance with laws, regulations or generally accepted accounting principles.


Membership
The Committee shall be comprised of at least three (3) Board members appointed by the Board after considering the recommendation of the Nominating and Governance Committee. Committee members shall serve at the pleasure of the Board and for such term as the Board determines. The Board shall designate one Committee member as the Committee's chair.


Each Committee member shall have no material relationship with the Company and shall satisfy the independence requirements of the Company, the New York Stock Exchange, the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations of the Securities and Exchange Commission (the "Commission").


Each Committee member shall satisfy the financial literacy requirement of the New York Stock Exchange.


At least one Committee member shall satisfy the experience requirements of the Exchange Act, and the rules and regulations of the Commission.

Operations
The Committee shall hold regular meetings at least four times per year and report to the Board on a regular basis. Meetings shall include any participants the Committee deems appropriate and shall be of sufficient duration and scheduled at such times as the Committee deems appropriate to discharge properly its responsibilities.


The Committee shall meet periodically with management, the independent auditor and the internal auditor in separate executive sessions.


The Committee may form and delegate to one or more subcommittees all or any portion of the Committee's authority, duties and responsibilities, and may establish such rules as it determines necessary or appropriate to conduct its business.


The Committee shall have direct access to, and complete and open communication with, the Company's senior management and internal and independent auditor and may obtain advice and assistance from internal legal, accounting or other advisors to assist it. The Committee may retain independent legal, accounting or other advisors to assist it, and may determine compensation for such advisors, and the Company shall be responsible for any costs or expenses so incurred.

Authority, Duties and Responsibilities

The Committee shall:
Have the sole authority and responsibility to select, evaluate and, where appropriate, replace the independent auditor, subject, if applicable, to shareholder ratification. The independent auditor shall report directly to the Committee.


Preapprove all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditor, subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Committee prior to the completion of the audit. The Committee may form and delegate authority to subcommittees consisting of one or more members the authority to grant preapprovals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant preapprovals shall be presented to the full Committee at its next scheduled meeting.


Review the results of internal and independent audits and discuss with management and the independent auditor the Company's annual audited consolidated financial statements and condensed consolidated quarterly and year-to-date financial statements, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," and other matters required by professional auditing standards or under applicable legal, regulatory or New York Stock Exchange requirements.


Regularly review with the independent auditor significant issues regarding accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles; analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements; any significant communications between the independent audit team and the independent audit firm's national office respecting auditing or accounting issues presented by the engagement; and any significant internal control matters.


Review and discuss with the independent auditor and, to the extent appropriate, management, any reports of the independent auditor required by law or professional auditing standards, including reports on: critical accounting policies and practices used in preparing the financial statements; alternative treatments of financial information discussed with management, ramifications of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and other significant written communications between the independent auditor and the management of the Company, such as any management letter issued or proposed to be issued, and a schedule of unadjusted differences, if any.


Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management, and management's response.


Be responsible for resolution of disagreements between management and the independent auditor regarding financial reporting.


After review, recommend to the Board the acceptance and inclusion of the annual audited consolidated financial statements in the Company's Annual Report on Form 10-K.


When deemed appropriate, review with the Company's Chief Legal Officer, or appropriate delegates, legal, disclosure or other matters that may have a material impact on the Company's consolidated financial statements or on the Company's compliance policies.


Review or discuss, as and when appropriate: (i) the types of information to be disclosed and the type of presentation to be made in earnings press releases, including the use of "pro forma" or "adjusted" non-GAAP information, that have been, or will be, issued by the Company, as well as financial information and earnings guidance that have been provided to analysts and rating agencies; (ii) policies regarding risk assessment and risk management, the Company's primary risk exposures and the steps management has taken to monitor and control such exposures; and (iii) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the Company's consolidated financial statements.


Review the annual plan and scope of work of the internal and independent auditors.


Discuss, as appropriate, the adequacy of the Company's internal controls with the internal and independent auditors and senior management, including without limitation reports from the Chief Executive Officer or the Chief Financial Officer regarding deficiencies in the design or operation of internal controls or any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls.


Obtain a statement from the independent auditor that the audit was conducted in a manner consistent with applicable portions of Section 10A of the Securities Exchange Act of 1934.


Obtain, review and evaluate reports from management with respect to the Company's policies and procedures regarding compliance with applicable legal and regulatory requirements, and the Company's Code of Ethics.


Establish procedures for: the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, auditing, or other matters; and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting, auditing, or other matters.


Discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any external or employee complaints or published reports that raise material issues regarding the Company's financial statements or accounting policies.


Evaluate the independence of the independent auditor by, among other things, ensuring that the independent auditor periodically submits to the Committee a formal written statement delineating all relationships between such auditor and the Company, including any non-audit service permitted under the Exchange Act provided to the Company and the matters set forth in Independence Standards Board Standard No.1. Actively engage in a dialogue with the independent auditor with respect to any disclosed relationships or services that may impact their objectivity and independence. Provide its conclusions to the Board.


At least annually, obtain, review and evaluate a report by the independent auditor describing that firm's internal quality-control procedures, any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken in response to any such issues. Provide its conclusions to the Board.


Annually review and evaluate the qualifications, performance and independence of the lead partner of the independent auditor and assure regular rotation of the lead audit partner and reviewing partner of the independent auditor as required by law. Annually evaluate the appropriateness of rotating the independent audit firm. Provide its conclusions to the Board.


Review disclosures of insider and affiliated party transactions.


Review the significant reports to management prepared by the internal auditing department and management's responses.


Review the appointment and, when and if appropriate, replacement of the Company's senior internal auditing executive.


Set the Company's policies for the hiring of current and former employees of the independent auditor.


Provide the report of the Committee required in the Company's annual proxy statement.


Annually review and assess its performance and report the results to the Board.


Annually review and assess the adequacy of this charter and, if appropriate, recommend changes to the charter to the Board.


Make such recommendations with respect to any of the above and other matters as the Committee deems necessary or appropriate.


Have such other authority, duties and responsibilities as may be delegated to the Committee by the Board.
The Committee's authority, duties and responsibilities are discharged through evaluating reports given to the Committee, presentations made to the Committee and other significant financial reporting decisions reported to the Committee by management and by internal and independent auditors.